Last updated: 2nd June 2021
The Company provides the “Milanote” digital application subject to these Terms of Service.
The following terms are used regularly throughout these Terms of Service and have a particular meaning:
- ABN means Australian Business Number.
- Account means a registered account with Milanote.
- Agreement means the agreement formed between the Users and the Company under, and on the terms of, these Terms of Service.
- Board means a workspace where Cards can be added, arranged and edited within Milanote.
- Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Melbourne, Australia.
- Card means any component visual asset that can be added to a Board, including (without limitation) text notes, images and URL links.
- Company means Milanote Pty Ltd ABN 81 609 368 443.
- Corporations Act means the Corporations Act 2001 (Cth).
- Fee means a fee charged by the Company for use of Milanote.
- GDPR means the European Union’s General Data Protection Regulations.
- GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property.
- The Milanote digital platform accessible from the Site; and/or
- Any Milanote mobile application accessible from a Mobile Application Marketplace.
- Mobile Application Marketplace means an online marketplace for access to Milanote and other applications for mobile devices, such as the App Store.
- Privacy Act means the Privacy Act 1988 (Cth).
- Site means the Company’s website found at https://www.milanote.com/, https://app.milanote.com/ or such other URL the Company may adopt from time-to-time.
- Subscription Fee means a Fee charged by the Company for use of Milanote on a periodical basis.
- Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- Terms of Service means the terms and conditions of using Milanote, as updated from time-to-time, which can be found at https://milanote.com/legal/terms-of-service.
- TPS means an online third-party service provider with whom a User holds an Account.
- User means any registered user of Milanote.
- User Content means images, information, documents or other data that is uploaded or input into Milanote by the User or that forms part of the User’s Intellectual Property.
- The licence granted under these Terms of Service shall be ongoing until terminated in accordance with these Terms of Service.
- The User agrees that all use of Milanote is subject to these Terms of Service and must immediately cease to use Milanote if the User can no longer agree or adhere to these Terms of Service.
- The Company may suspend the Account or restrict the access of any User that breaches the terms of this Agreement.
- To use Milanote, the User must log into Milanote and have set up their Account.
- The User agrees that all use of Milanote is subject to these Terms of Service.
- Milanote is not available to Users under the age of 18 without their parent or legal guardian’s consent.
- The User shall be responsible for paying any Fees for using Milanote, including for each other User, for whom it creates an Account.
The Company shall provide the User with access to and use of the features as agreed between the parties and provided within Milanote from time-to-time.
- The Primary function of Milanote is to allow Users to create, edit and share Boards.
- Creating and editing a Board requires adding Cards to the Board.
- Users may edit Cards by uploading or adding User Content.
- Users may invite other Users to collaboratively edit a Board.
- The User is responsible for each Board that it creates or shares.
- Each User is responsible to each other user with whom they collaborate on a Board. The Company shall not be responsible for any change or other use a User makes of a Board.
The User acknowledges and agrees that:
- User Content is the sole responsibility of the person that provided the User Content to Milanote;
- User Content shall remain the Intellectual Property of the User and the Company shall claim no Intellectual Property Rights to User Content;
- The User indemnifies the Company for any User Content that is illegal, offensive, indecent or objectionable that the User makes available using Milanote;
- The Company may remove or suspend accessibility to User Content via Milanote that the Company determines is illegal, offensive, indecent or objectionable in its sole discretion;
- To the extent permitted by law, under no circumstances will the Company be liable in any way for User Content.
- The User warrants that it has all necessary Intellectual Property Rights to use User Content, and shall indemnify the Company for any infringement the User commits of third-party Intellectual Property Rights by using User Content on Milanote; and
- To the extent necessary to provide the services afforded by Milanote, where the User Content includes the User’s brand, logo or other intellectual property, the User grants the Company a worldwide, revocable license to use the User Content for the term of this Agreement. For clarity, all User Content shall remain the Intellectual Property of the User in accordance with clause 6.7(d).
- The User acknowledges and agrees that:
Fees, payments & refunds
- Each Fee applies in accordance with such features and/or services purchased or subscribed for by the User in accordance with the pricing described on the Site, or as otherwise agreed with the Company.
- The User agrees to make payment in advance for all Fees due at such frequency, or on such dates as the User has subscribed for.
- All payments shall be made via the online payment gateway within Milanote, or in such other manner as the Company may direct from time-to-time. The User agrees that it has no right to access the features associated with their Milanote subscription if it fails to make payments when due.
- The Company reserves the right to introduce or change any Fees from time-to-time by giving the User no less than 14 days’ written notice. Any new or changed Fees will apply at the next billing period after the User has been given such notice.
- If a User does not accept a change to any Fees, then it can simply terminate its Account.
All Fees are quoted in United States dollars, however transactions may be processed in an equivalent foreign currency (such as Australian dollars or British pounds).
- For Users in Australia, GST is applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of GST. The Company will provide the User with a Tax Invoice for any payments.
- For Users outside Australia, GST is not applicable to any Fees charged by the Company to the User. Unless expressed otherwise, all Fees shall be deemed inclusive of any taxes. The Company will provide the User with an Invoice for any payments.
No refunds of Fees are offered other than as required by law.
- The Company may restrict access to any paid features if Fees for continued use are not paid when due.
- The User agrees that the Company shall not be liable in any way for any restricted access to Milanote where Fees are outstanding.
Third Party Login and Integration
Registration & Login.
- A User may be able to register as a User, access Milanote or use integrated features by connecting their Account with certain third party services (TPS).
As part of the functionality of Milanote the User may connect their profile with a TPS by:
- Providing their TPS login information to the Company through Milanote; or
- Allowing the Company to access their TPS in accordance with its terms & conditions of service.
- When connecting to Milanote using a TPS the User warrants that they are not in breach any of the TPS’ terms & conditions of service.
- The User agrees that User access to Milanote may be unavailable if the TPS becomes unavailable, and that the User may lose functionality or content that is shared between the TPS and Milanote.
- The User may disconnect the connection between Milanote and the TPS at any time.
- The Company has no relationship with any TPS and cannot guarantee the efficacy of any TPS connection.
Data from TPS.
Where a User connects and or registers their Account using a TPS, the User authorises the Company to use data from that TPS to create the User’s profile within Milanote.
- Registration & Login.
- By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable licence to access and use Milanote for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
- The Company may issue the licence to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
- The Company may revoke or suspend the User’s licence(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User.
Modification of Terms
The Company may, in our sole discretion, modify or update these Terms of Service from time-to-time, and the User should review this page periodically. When the Company changes these Terms of Service in a material manner, it will update the ‘last modified’ date at the top of these Terms of Service and notify the User that material changes have been made to these Terms
The User agrees and accepts that Milanote is:
- Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available ‘locally’ from the User’s systems; and
- Managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to Milanote is available to the User unless expressly agreed in writing.
- As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Milanote.
- The User agrees and accepts that Milanote is:
Use & Availability
- The User agrees that it shall only use Milanote for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
- The User is solely responsible for the security of its username and password for access to Milanote. The User shall notify the Company as soon as it becomes aware of any unauthorised access of their Account.
The User agrees that the Company shall provide access to Milanote to the best of its abilities, however:
- Access to Milanote may be prevented by issues outside of its control; and
- It accepts no responsibility for ongoing access to Milanote.
- To the extent a User’s personal information is processed by the Company, the terms of the Data Processing Addendum found at the Site shall apply with respect to the Company’s processing of the personal information and be incorporated into these Terms of Service.
- Security. The Company takes the security of Milanote and the privacy of its Users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company’s systems or the information on them.
- Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User’s operating and legal requirements.
- Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
- Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Milanote.
The Milanote Application.
The User agrees and accepts that Milanote is the Intellectual Property of the Company and the User further warrants that by using Milanote the User will not:
- Copy Milanote or the services that it provides for the User’s own commercial purposes; and
- Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Milanote or any documentation associated with it.
- Content. All content submitted to the Company (excluding User Consent), whether via Milanote or directly by other means, becomes and remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to Milanote.
Third Party Dependencies.
The User agrees and acknowledges that:
- Milanote has third party dependencies which may affect its availability, including (without limitation) internet service providers and hosting services, and that the Company has no means of controlling the availability of such dependencies;
The Company shall not be responsible or liable in any way for:
- Interruptions to the availability of Milanote due to third-party services; or
- Information contained on any linked third party website.
Liability & Indemnity
- The User agrees that it uses Milanote at its own risk.
- The User acknowledges that the Company is not responsible for the conduct or activities of any User and that the Company is not liable for such under any circumstances.
- The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User’s use of or conduct in connection with Milanote, including any breach by the User of these Terms of Service.
- In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User’s access to, or use of, or inability to use Milanote, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, or business interruption of any type, whether in tort, contract or otherwise.
Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
- The re-supply of services or payment of the cost of re-supply of services; or
- The replacement or repair of goods or payment of the cost of replacement or repair.
Cancellation & Termination
- The User may delete an Account at any time by written notice to the Company or in such other manner as the Company may direct from time-to-time.
- The Company may suspend or delete an Account in accordance with this Terms of Service, including where the User breaches these Terms of Service.
- Where an Account is deleted, these Terms of Service and the licence granted to the User under these Terms of Service shall immediately terminate.
- Termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this agreement up to the date of expiry or termination.
- For clarity, where the User stops paying Subscription Fees but does not delete an Account, they will be downgraded to a free Account with restricted access at the end of the User’s active subscription period. For avoidance of doubt, there is no pro rata refund on any unused time in the User’s last billing cycle.
If any dispute arises between the parties in connection with
this Agreement (Dispute), then either party
may notify the other of the Dispute with a notice (Dispute Notice) which:
- Includes or is accompanied by full and detailed particulars of the Dispute; and
- Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
- Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
- Subject to clause (d), a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
- Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
- Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.
- If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
Electronic Communication, Amendment & Assignment
- The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
- The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
- The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User’s responsibility to update its contact details as they change.
- A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
- Notices must be sent to the parties’ most recent known contact details.
- The User may not assign or otherwise create an interest in this Agreement.
- The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
- Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
- Prevalence. To the extent this Agreement is in conflict with, or inconsistent with any Special Conditions made under this Agreement, the terms of those Special Conditions shall prevail.
- Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
- Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
- Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
- Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
- Governing Law. This Agreement is governed by the laws of Victoria, Australia. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
- Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.